NORWOOD FINANCIAL CORP. (NASDAQ:NWFL) Files An 8-K Other Events

NORWOOD FINANCIAL CORP. (NASDAQ:NWFL) Files An 8-K Other Events
Item 8.01. Other Events.

On May 29, 2020, Norwood Financial (“Norwood”) and UpState New York Bancorp, Inc. (“UpState”) issued a joint press release to announce that the deadline by which shareholders of UpState must properly submit election materials to Computershare Trust Company, N.A., the exchange agent for the merger, has been extended to 5:00 p.m., local time, on June 22, 2020. A copy of the press release is filed herewith as Exhibit 99.1, and is incorporated in its entirety by reference herein.

Forward-Looking Statements

This joint press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Norwood’s and UpState’s beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” “is likely,” “will,” “going forward” and other expressions that indicate future events and trends identify forward-looking statements.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: the businesses of Norwood and UpState may not be combined successfully, or such combination may take longer than expected; the cost savings from the merger may not be fully realized or may take longer than expected; operating costs, customer loss and business disruption following the merger may be greater than expected; governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger or otherwise; the potential adverse impact the COVID-19 pandemic may have on Norwood’s and UpState’s financial condition and results of operations and the merger; the interest rate environment may further compress margins and adversely affect new interest income; the risks associated with continued diversification of assets and adverse changes to credit quality; and difficulties associated with achieving expected future financial results. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Norwood’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to Norwood or UpState or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Norwood and UpState do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1    Joint Press Release dated May 29, 2020

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NORWOOD FINANCIAL CORP Exhibit
EX-99.1 2 d935919dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Contact: Lewis J. Critelli President and Chief Executive Officer Norwood Financial Corp (570) 253-1455 R. Michael Briggs President & Chief Executive Officer UpState New York Bancorp,…
To view the full exhibit click here

About NORWOOD FINANCIAL CORP. (NASDAQ:NWFL)

Norwood Financial Corp. is a bank holding company. The Company operates through its subsidiary, Wayne Bank (the Bank). The Bank is a chartered bank and trust company. The Bank is an independent community bank that operates over five offices in the Wayne County, approximately three offices in Pike County, four offices in Monroe County and over three offices in Lackawanna County. The Bank offers various personal and business credit services, trust and investment products, and real estate settlement services to the consumers, businesses, nonprofit organizations and municipalities in each of the communities that the Bank serves. The Bank primarily serves the Pennsylvania counties of Wayne, Pike, Monroe and Lackawanna, as well as the Susquehanna County. In addition, the Bank operates approximately 20 automated teller machines. The Bank operates a Wealth Management/Trust Department, which provides estate planning, investment management and financial planning to customers.

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